SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.


                                  FORM 10-Q


  Quarterly Report Under Section 13 of the Securities Exchange Act of 1934

                      For quarter ended: March 31, 2003


                        Commission File No. 001-16101


                         BANCORP RHODE ISLAND, INC.
----------------------------------------------------------------------------
           (Exact Name of Registrant as Specified in Its Charter)

          RHODE ISLAND                                       05-0509802
---------------------------------                        -------------------
  (State or Other Jurisdiction                              (IRS Employer
of Incorporation or Organization)                        Identification No.)

                 ONE TURKS HEAD PLACE, PROVIDENCE, RI 02903
----------------------------------------------------------------------------
                  (Address of Principal Executive Offices)

                               (401) 456-5000
----------------------------------------------------------------------------
              (Issuer's Telephone Number, Including Area Code)

                               Not Applicable
----------------------------------------------------------------------------
            (Former Name, Former Address and Former Fiscal Year,
                        if Changed Since Last Report)

      Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes ( X ) No

      Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).   Yes       No ( X )

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of May 9, 2003:

              Common Stock - Par Value $0.01        3,790,850 shares
              ------------------------------        ----------------
                         (class)                     (outstanding)


<PAGE>


                         BANCORP RHODE ISLAND, INC.

                                  FORM 10-Q

                                    INDEX

                                                                 PAGE NUMBER
                                                                 -----------

         Cover Page                                                   1

         Index                                                        2

                       PART I - FINANCIAL INFORMATION

Item 1   Financial Statements

         Consolidated Balance Sheets                                  3

         Consolidated Statements of Operations                        4

         Consolidated Statements of Changes in
          Shareholders' Equity                                        5

         Consolidated Statements of Cash Flows                        6

         Notes to Consolidated Financial Statements                 7 - 8

Item 2   Management's Discussion and Analysis                       9 - 18

Item 3   Quantitative and Qualitative Disclosures
         About Market Risk                                         19 - 20

                         PART II - OTHER INFORMATION

Item 1   Legal Proceedings                                           21

Item 2   Changes in Securities                                       21

Item 3   Default upon Senior Securities                              21

Item 4   Submission of Matters to a Vote of Security Holders         21

Item 5   Other Information                                           21

Item 6   Exhibits and Reports on Form 8-K                            21

         Signature Page                                              22

         Certifications Pursuant to Section 302 of the
          Sarbanes-Oxley Act                                       23 - 24


<PAGE>  2


                         BANCORP RHODE ISLAND, INC.
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                               March 31,    December 31,
                                                                                  2003          2002
                                                                               ---------    ------------
                                                                                     (In thousands)


                                                                            <c>           <c>
ASSETS:
  Cash and due from banks                                                      $   24,350    $   25,336
  Overnight investments                                                             7,900        17,623
  Investment securities available for sale (amortized cost of $96,274 and
     $99,803 at March 31, 2003 and December 31, 2002, respectively)                97,501       101,329
  Mortgage-backed securities available for sale (amortized cost of $139,920
   and $154,225 at March 31, 2003 and December 31, 2002, respectively)            141,711       156,114
  Stock in Federal Home Loan Bank of Boston                                         7,900         7,683
Loans receivable:
  Residential mortgage loans                                                      304,389       297,763
  Commercial loans                                                                298,612       280,967
  Consumer and other loans                                                        101,374        91,928
                                                                               ------------------------
      Total loans                                                                 704,375       670,658
  Less allowance for loan losses                                                  (10,435)      (10,096)
                                                                               ------------------------
      Net loans                                                                   693,940       660,562
Premises and equipment, net                                                        11,296         9,702
Other real estate owned                                                                31            58
Goodwill, net                                                                      10,766        10,766
Accrued interest receivable                                                         6,084         6,183
Investment in bank owned life insurance                                            14,972        14,768
Prepaid expenses and other assets                                                   3,291         2,753
                                                                               ------------------------
      Total assets                                                             $1,019,742    $1,012,877
                                                                               ========================
LIABILITIES:
Deposits:
  Demand deposit accounts                                                      $  135,639    $  137,920
  NOW accounts                                                                    106,259       100,476
  Money market accounts                                                            11,187        10,660
  Savings accounts                                                                297,340       290,981
  Certificate of deposit accounts                                                 212,527       221,874
                                                                               ------------------------
      Total deposits                                                              762,952       761,911
Overnight and short-term borrowings                                                18,691        27,364
Federal Home Loan Bank of Boston borrowings                                       157,997       143,941
Company-obligated mandatorily redeemable capital securities                         8,000         8,000
Other liabilities                                                                   4,653         5,234
                                                                               ------------------------
      Total liabilities                                                           952,293       946,450
                                                                               ------------------------

SHAREHOLDERS' EQUITY:
  Preferred stock, par value $0.01 per share, authorized 1,000,000 shares:
    Issued and outstanding: none                                                       --            --
  Common stock, par value $0.01 per share, authorized 11,000,000 shares:
    Voting: Issued and outstanding 3,790,850 shares 2003 and 3,777,450
shares in 2002                                                                         38            38
  Additional paid-in capital                                                       40,276        40,134
  Retained earnings                                                                25,143        24,002
  Accumulated other comprehensive income (loss), net                                1,992         2,253
                                                                               ------------------------
      Total shareholders' equity                                                   67,449        66,427
                                                                               ------------------------
      Total liabilities and shareholders' equity                               $1,019,742    $1,012,877
                                                                               ========================
</TABLE>

         See accompanying notes to consolidated financial statements


<PAGE>  3


                         BANCORP RHODE ISLAND, INC.
                    Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         March 31,
                                                                 ------------------------
                                                                    2003          2002
                                                                 ----------    ----------
                                                           (In thousands, except per share data)


                                                              <c>           <c>
Interest and dividend income:
  Residential mortgage loans                                     $    4,174    $    4,927
  Commercial loans                                                    4,683         4,288
  Consumer and other loans                                            1,289           939
  Mortgage-backed securities                                          1,480         2,100
  Investment securities                                               1,139           708
  Overnight investments                                                  39            73
  Federal Home Loan Bank of Boston stock dividends                       62            62
                                                                 ------------------------
      Total interest and dividend income                             12,866        13,097
                                                                 ------------------------

Interest expense:
  NOW accounts                                                          326            42
  Money market accounts                                                  28            35
  Savings accounts                                                    1,148         1,217
  Certificate of deposit accounts                                     1,600         2,289
  Overnight and short-term borrowings                                    51            59
  Federal Home Loan Bank of Boston borrowings                         1,762         1,762
  Company-obligated mandatorily redeemable capital securities           137            76
                                                                 ------------------------
      Total interest expense                                          5,052         5,480
                                                                 ------------------------

      Net interest income                                             7,814         7,617
Provision for loan losses                                               400           400
                                                                 ------------------------
      Net interest income after provision for loan losses             7,414         7,217
                                                                 ------------------------

Noninterest income:
  Service charges on deposit accounts                                   952           855
  Commissions on nondeposit investment products                         174           249
  Income from bank owned life insurance                                 203            95
  Loan related fees                                                     104            91
  Commissions on loans originated for others                            109            94
  Gains on sales of mortgage-backed securities                          104            23
  Gains on sales of investment securities                                54            --
  Other income                                                          216           159
                                                                 ------------------------
      Total noninterest income                                        1,916         1,566
                                                                 ------------------------

Noninterest expense:
  Salaries and employee benefits                                      3,298         3,047
  Occupancy                                                             603           467
  Equipment                                                             336           249
  Data processing                                                       845           440
  Marketing                                                             297           296
  Professional services                                                 277           382
  Loan servicing                                                        228           223
  Other real estate owned expense                                        15            (9)
  Other expenses                                                        974           762
                                                                 ------------------------
      Total noninterest expense                                       6,873         5,857
                                                                 ------------------------
      Income before income taxes                                      2,457         2,926
Income tax expense                                                      785         1,032
                                                                 ------------------------
      Net income                                                 $    1,672    $    1,894
                                                                 ========================

Per share data:
  Basic earnings per common share                                $     0.44    $     0.51
  Diluted earnings per common share                              $     0.42    $     0.48

  Average common shares outstanding - basic                       3,779,007     3,747,171
  Average common shares outstanding - diluted                     4,021,127     3,977,319
</TABLE>

         See accompanying notes to consolidated financial statements


<PAGE>  4


                         BANCORP RHODE ISLAND, INC.
         Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>

                                                                              Accumulated
                                                                                 Other
                                                                                Compre-
                                                      Additional                hensive
                                             Common    Paid-in     Retained      Income
Three months ended March 31,                  Stock    Capital     Earnings   (Loss), Net    Total
----------------------------                 ------   ----------   --------   -----------    -----


                                           <c>       <c>        <c>          <c>         <c>
2003
----
Balance at December 31, 2002                  $38       $40,134    $24,002      $ 2,253     $66,427
  Net income                                   --            --      1,672           --       1,672
  Other comprehensive income, net of tax:
    Unrealized gain (loss) on
     securities available for sale                                                 (364)       (364)
    Realized gain (loss) on
     securities available for sale
     net of taxes of $55                                                            103         103
                                                                                            -------
    Comprehensive income                                                                      1,411

    Exercise of stock options                  --           134         --           --         134
    Common stock issued for incentive
     stock award, net                          --             8         --           --           8
    Dividends on common stock                  --            --       (531)          --        (531)
                                              -----------------------------------------------------
Balance at March 31, 2003                     $38       $40,276    $25,143      $ 1,992     $67,449
                                              =====================================================

2002
----
Balance at December 31, 2001                  $37       $39,826    $18,336      $   898     $59,097
  Net income                                   --            --      1,894           --       1,894
  Other comprehensive income, net of tax:
    Unrealized gain (loss) on
     securities available for sale                                               (1,080)     (1,080)
    Realized gain (loss) on
     securities available for sale
     net of taxes of $8                                                             (15)        (15)
                                                                                            -------
    Comprehensive income                                                                        799

    Exercise of stock options                   1            43         --           --          44
    Common stock issued for incentive
     stock award, net                          --             8         --           --           8
    Dividends on common stock                  --            --       (488)          --        (488)
                                              -----------------------------------------------------
Balance at March 31, 2002                     $38       $39,877    $19,742      $  (197)    $59,460
                                              =====================================================
</TABLE>

         See accompanying notes to consolidated financial statements


<PAGE>  5


                         BANCORP RHODE ISLAND, INC.
                    Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                            2003         2002
                                                          --------     --------
                                                              (In thousands)


                                                       <c>          <c>
Cash flows from operating activities:
  Net income                                              $  1,672     $  1,894
  Adjustments to reconcile net income to net cash from
   operating activities:
    Depreciation and amortization                              922          637
    Provision for loan losses                                  400          400
    Gain on sale of investment securities                      (54)          --
    Gain on sale of mortgage-backed securities                (104)         (23)
    Gain on sale of other real estate owned                     10          (29)
    Income from bank-owned life insurance                     (204)         (95)
    Compensation expense from restricted stock grant             8            8
    (Increase) decrease in:
      Accrued interest receivable                               99         (535)
      Prepaid expenses and other assets                       (403)      (2,133)
    Increase (decrease) in:
      Other liabilities                                       (581)       2,364
    Other, net                                                   4           43
                                                          ---------------------
      Net cash provided (used) by operating activities       1,769        2,531
                                                          ---------------------

Cash flows from investing activities:
  Origination of:
    Residential mortgage loans                              (6,032)      (1,761)
    Commercial loans                                       (24,597)     (21,311)
    Consumer loans                                         (17,725)      (7,122)
  Purchase of:
    Investment securities available for sale               (16,573)     (17,984)
    Mortgage-backed securities available for sale          (33,640)     (55,820)
    Residential mortgage loans                             (50,081)     (34,462)
    Federal Home Loan Bank of Boston stock                    (217)      (2,015)
  Principal payments on:
    Investment securities available for sale                18,000        3,006
    Mortgage-backed securities available for sale           22,645       16,154
    Residential mortgage loans                              49,313       51,486
    Commercial loans                                         6,982       18,514
    Consumer loans                                           8,166        6,612
  Proceeds from sale of investment securities                2,060           --
  Proceeds from sale of mortgage-backed securities          25,164        3,766
  Proceeds from sale of other real estate owned                 --          293
  Capital expenditures for premises and equipment           (1,970)        (287)
  Purchase of bank-owned life insurance                         --      (10,000)
                                                          ---------------------
      Net cash provided (used) by investing activities     (18,505)     (50,931)
                                                          ---------------------

Cash flows from financing activities:
  Net increase (decrease) in deposits                        1,041       22,265
  Net increase (decrease) in overnight and short-term
   borrowings                                               (8,673)       5,245
  Proceeds from long-term borrowings                        29,000       40,295
  Repayment of long-term borrowings                        (14,944)      (2,004)
  Proceeds from issuance of common stock                       134           44
  Dividends on common stock                                   (531)        (488)
                                                          ---------------------
      Net cash provided (used) by financing activities       6,027       65,357
                                                          ---------------------

  Net increase (decrease) in cash and cash equivalents     (10,709)      16,957
  Cash and cash equivalents at beginning of period          42,959       29,174
                                                          ---------------------
  Cash and cash equivalents at end of period              $ 32,250     $ 46,131
                                                          =====================

Supplementary Disclosures:
  Cash paid for interest                                  $  5,244     $  5,595
  Cash paid for income taxes                                    27           45
  Non-cash transactions:
    Change in other comprehensive income, net of taxes        (261)      (1,095)
</TABLE>

         See accompanying notes to consolidated financial statements


<PAGE>  6


                         BANCORP RHODE ISLAND, INC.
                 Notes to Consolidated Financial Statements


(1)   Basis of Presentation

      Bancorp Rhode Island, Inc. (the "Company"), a Rhode Island
corporation, was organized by Bank Rhode Island (the "Bank") to be a bank
holding company and to acquire all of the capital stock of the Bank. The
reorganization of the Bank into the holding company form of ownership was
completed on September 1, 2000. The Company has no significant operating
entities other than the Bank. For that reason, substantially all of the
discussion in this Quarterly Report on Form 10-Q relates to the operations
of the Bank and its subsidiaries.

      The consolidated financial statements include the accounts of the
Company and its wholly-owned direct subsidiaries, the Bank, BRI Statutory
Trust I and BRI Statutory Trust II (issuers of trust preferred securities),
and its indirect subsidiaries, BRI Investment Corp. (a Rhode Island passive
investment company), BRI Realty Corp. (a real estate holding company) and
Acorn Insurance Agency, Inc. (a licensed insurance agency). All significant
intercompany accounts and transactions have been eliminated in
consolidation.

      The interim results of consolidated operations are not necessarily
indicative of the results for any future interim period or for the entire
year. These interim consolidated financial statements do not include all
disclosures associated with annual financial statements and, accordingly,
should be read in conjunction with the annual consolidated financial
statements and accompanying notes included in the Company's Annual Report to
Shareholders filed with the Securities and Exchange Commission.

      In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and revenues
and expenses for the period. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to change
relate to the determination of the allowance for loan losses and goodwill
valuation.

      The unaudited interim consolidated financial statements of the Company
have been prepared in accordance with Accounting Principles Generally
Accepted in the United States of America ("GAAP") and prevailing practices
within the banking industry and include all necessary adjustments
(consisting of only normal recurring adjustments), that, in the opinion of
management, are required for a fair presentation of the results and
financial condition of the Company.

(2)   Earnings Per Share

      Basic earnings per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted average
number of common shares outstanding during the period. Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised and resulted in the issuance of additional
common stock that then shared in the earnings of the entity.


<PAGE>  7


(3)   Recent Accounting Developments

      In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure". SFAS 148 amends
SFAS 123, "Accounting for Stock-Based Compensation", to provide alternative
methods of transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. Companies are able to
eliminate a "ramp-up" effect that the SFAS 123 transition rule creates in
the year of adoption. Companies can choose to elect a method that will
provide for comparability amongst years reported. In addition, this
Statement amends the disclosure requirement of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the fair
value based method of accounting for stock-based employee compensation and
the effect of the method used on reported results. The amendments to SFAS
123 are effective for financial statements for fiscal years ending after
December 15, 2002. The adoption of this Statement did not have a material
impact on the Company's financial position or results of operations.

      The following table summarizes the differences between the fair value
and intrinsic value methods of accounting for stock-based compensation:

<TABLE>
<CAPTION>

                                         Three Months Ended March 31,
                                         ----------------------------
                                               2003        2002
                                              ------      ------


                                           <c>         <c>
Net income (in thousands):
  As reported                                 $1,672      $1,894
  Compensation cost, net of taxes (1)            (23)        (40)
                                              ------------------
  Pro forma                                   $1,649      $1,854
                                              ==================

Earnings per common share:
  Basic:
    As reported                               $ 0.44      $ 0.51
    Compensation cost, net of taxes (1)        (0.00)      (0.02)
                                              ------------------
    Pro forma                                 $ 0.44      $ 0.49
                                              ==================
  Diluted:
    As reported                               $ 0.42      $ 0.48
    Compensation cost, net of taxes (1)        (0.01)      (0.01)
                                              ------------------
    Pro forma                                 $ 0.41      $ 0.47
                                              ==================

<FN>
<F1>  The stock-based employee compensation cost, net of related tax
      effects, that would have been included in the determination of net
      income if the fair value based method had been applied to all awards
      granted since 1995. The fair value of each option granted was
      estimated as of the date of the grant using the Black-Scholes option-
      pricing model. No new options were granted during the first quarter of
      2003.
</FN>
</TABLE>


<PAGE>  8


                         BANCORP RHODE ISLAND, INC.
                    Management's Discussion and Analysis


ITEM 2. Management's Discussion and Analysis

Certain statements contained herein are "Forward Looking Statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Forward
Looking Statements may be identified by reference to a future period or
periods or by the use of forward looking terminology such as "may,"
"believes," "intends," "expects," and "anticipates" or similar terms or
variations of these terms. Actual results may differ materially from those
set forth in Forward Looking Statements as a result of certain risks and
uncertainties, including but not limited to, changes in political and
economic conditions, interest rate fluctuations, competitive product and
pricing pressures, equity and bond market fluctuations, credit risk,
inflation, as well as other risks and uncertainties detailed from time to
time in filings with the Securities and Exchange Commission ("SEC").

GENERAL
-------

      The Company's principal subsidiary, Bank Rhode Island, is a commercial
bank chartered as a financial institution in the State of Rhode Island. The
Bank pursues a community banking mission and is principally engaged in
providing banking products and services to individuals and businesses in
Rhode Island. The Bank is subject to competition from a variety of
traditional and nontraditional financial service providers both within and
outside of Rhode Island. The Bank offers its customers a wide range of
deposit products, nondeposit investment products, commercial, residential
and consumer loans, and other traditional banking products and services
designed to meet the needs of individuals and small- to mid-sized
businesses. The Bank also offers both commercial and consumer on-line
banking products and maintains a web site at http://www.bankri.com. The
Company and Bank are subject to regulation by a number of federal and state
agencies and undergo periodic examinations by certain of those regulatory
authorities. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation ("FDIC"), subject to regulatory limits. The Bank is
also a member of the Federal Home Loan Bank of Boston ("FHLB").

OVERVIEW
--------

      Total assets increased $6.9 million, or 0.7%, to $1.0 billion at March
31, 2003 from December 31, 2002. This increase was centered in the Company's
residential, commercial and consumer loan portfolios and was funded by a
combination of checking and savings deposit growth, borrowings from the FHLB
and decreases in overnight investments, investment securities and mortgage-
backed securities ("MBSs"). Since the end of 2002, residential mortgage
loans increased $6.6 million, or 2.2%, commercial loans increased $17.6
million, or 6.3%, consumer loans increased $9.4 million, or 10.3%, checking
and savings deposits increased $10.4 million, or 1.9%, and FHLB borrowings
increased $14.1 million, or 9.8%. Shareholders' equity was $67.4 million at
March 31, 2003, and represented 6.6% of total assets.


<PAGE>  9


FINANCIAL CONDITION
-------------------

      -- Investments. Total investments (consisting of overnight
investments, investment securities, MBSs, and stock in the FHLB) totaled
$255.0 million, or 25.0% of total assets, at March 31, 2003, compared to
$282.7 million, or 27.9% of total assets, at December 31, 2002. All $239.2
million of investment securities and MBSs at March 31, 2003 were classified
as available for sale and carried a total of $3.0 million in net unrealized
gains at the end of the quarter. The decrease in total investments of $27.7
million, or 9.8%, was utilized to partially fund the growth in the loan
portfolios.

      -- Loans. Total loans were $704.4 million, or 69.1% of total assets,
at March 31, 2003, compared to $670.7 million, or 66.2% of total assets, at
December 31, 2002. The Company concentrated its asset growth during the
first quarter in its loan portfolios to maximize the yield on new assets and
to take advantage of continued strong demand for both commercial and home
equity loan products in its market area.

      The commercial loan portfolio (consisting of commercial & industrial,
small business, leases, commercial real estate, multi-family real estate,
and construction loans) increased $17.6 million, or 6.3%, during the first
quarter. The Company believes it is well positioned for continued commercial
loan growth. Particular emphasis is placed on generation of small- to
medium-sized commercial relationships (those relationships with $6.0 million
or less in loan commitments). The Bank is also active in small business
lending (loans of $250,000 or less) in which it utilizes credit scoring, in
conjunction with traditional review standards, and employs streamlined
documentation. The Bank is a participant in the U.S. Small Business
Administration ("SBA") Preferred Lender Program in Rhode Island and the 7a
Guarantee Loan Program in Massachusetts.

      The consumer loan portfolio increased $9.4 million, or 10.3%, during
the first quarter of 2003. This growth was centered in fifteen-year fixed-
rate home equity loans. In the current interest rate environment, this
fifteen-year fixed-rate product provides an attractive alternative to first-
mortgage refinances and the Company anticipates that growth in this product
will continue.

      Despite the continuing low interest rate environment, and the
resulting higher level of prepayments, the residential mortgage loan
portfolio increased $6.6 million, or 2.2%, during the first quarter, as
purchases of hybrid ARMS and fixed-rate loans ($50.1 million) and
originations ($6.0 million) were greater than repayments ($49.3 million). As
long as market interest rates remain low, the Company expects prepayment
activity to be above average historical levels.


<PAGE>  10


      While origination efforts continue to be concentrated on commercial
and consumer loan opportunities, the Company also originates residential
mortgage loans on a limited basis. Additionally, until such time as the
Company can generate sufficient commercial and consumer loans to utilize
available cash flow, or to otherwise meet investment objectives, it also
intends to continue purchasing residential mortgage and automobile loans as
opportunities develop.

      The following is a breakdown of loans receivable:

<TABLE>
<CAPTION>

                                                March 31,    December 31,
                                                   2003          2002
                                                ---------    ------------
                                                      (In thousands)


                                             <c>          <c>
Residential mortgage loans:
  One- to four-family adjustable rate           $276,265     $277,265
  One- to four-family fixed rate                  26,953       19,310
                                                ---------------------
      Subtotal                                   303,218      296,575
  Premium on loans acquired                        1,228        1,248
  Net deferred loan origination fees                 (57)         (60)
                                                ---------------------
      Total residential mortgage loans          $304,389     $297,763
                                                =====================

Commercial loans:
  Commercial real estate - nonowner occupied    $ 82,518     $ 81,242
  Commercial and industrial                       62,855       57,389
  Commercial real estate - owner occupied         60,383       59,249
  Small business                                  29,229       28,750
  Multi-family real estate                        21,232       18,952
  Construction                                    19,782       18,101
  Leases and other                                22,941       17,613
                                                ---------------------
      Subtotal                                   298,940      281,296
  Net deferred loan origination fees                (328)        (329)
                                                ---------------------
      Total commercial loans                    $298,612     $280,967
                                                =====================

Consumer loans:
  Home equity - term loans                      $ 57,620     $ 47,906
  Home equity - lines of credit                   37,639       37,381
  Automobile                                       2,722        3,409
  Installment                                        778          967
  Savings secured                                    530          602
  Unsecured and other                              1,471        1,063
                                                ---------------------
      Subtotal                                   100,760       91,328
  Premium on loans acquired                           83          103
  Net deferred loan origination costs                531          497
                                                ---------------------
      Total consumer loans                      $101,374     $ 91,928
                                                =====================

      Total loans receivable                    $704,375     $670,658
                                                =====================
</TABLE>


<PAGE>  11


      -- Deposits and Borrowings. Total deposits increased by $1.0 million,
or 0.1%, during the first quarter of 2003, from $761.9 million, or 75.2% of
total assets, at December 31, 2002, to $763.0 million, or 74.8% of total
assets, at March 31, 2003. The decrease in the relative percentage of total
assets resulted from first quarter total asset growth being primarily funded
by FHLB borrowings. In addition, the composition of total deposits also
changed during the quarter. Core deposit accounts (checking and savings)
increased $10.4 million, or 1.9%, during the quarter, while certificates of
deposit decreased $9.3 million, or 4.2%, during this time period. The Bank
continues its strategy of emphasizing core deposit growth over certificate
of deposit growth. The decline in certificates of deposits also reflects
customer movement away from extended term deposits in response to the
current low interest rate environment. At March 31, 2003, core deposit
accounts comprised 72.1% of total deposits, compared to 70.9% of total
deposits at December 31, 2002.

      The following table sets forth certain information regarding deposits:

<TABLE>
<CAPTION>

                                                 March 31, 2003                  December 31, 2002
                                         ------------------------------   ------------------------------
                                                     Percent   Weighted               Percent   Weighted
                                                       of       Average                 of       Average
                                          Amount      Total      Rate      Amount      Total      Rate
                                          ------     -------   --------    ------     -------   --------
                                                              (Dollars in thousands)


                                      <c>         <c>         <c>      <c>         <c>         <c>
NOW accounts                             $106,259     13.9%      1.31%    $100,476     13.2%      1.37%
Money market accounts                      11,187      1.5%      0.94%      10,660      1.4%      1.00%
Savings accounts                          297,340     39.0%      1.51%     290,981     38.2%      1.70%
Certificate of deposit accounts           212,527     27.8%      2.94%     221,874     29.1%      3.07%
                                         -----------------                -----------------
      Total interest bearing deposits     627,313     82.2%      1.95%     623,991     81.9%      2.12%
Noninterest bearing accounts              135,639     17.8%        --      137,920     18.1%        --
                                         -----------------                -----------------
      Total deposits                     $762,952    100.0%      1.60%    $761,911    100.0%      1.74%
                                         =============================================================
</TABLE>

      The Company, through the Bank's membership in the FHLB, has access to
a variety of borrowing alternatives, and management will from time to time
take advantage of these opportunities to fund asset growth. During the first
quarter of 2003, FHLB borrowings increased $14.1 million, or 9.8%, as the
Company sought to take advantage of lower borrowing rates to fund its asset
growth. The proceeds from these new borrowings were primarily reinvested in
the Company's loan portfolios and allowed the Company to continue to grow
its balance sheet. However, on a long-term basis, the Company intends to
continue concentrating on increasing its core deposits.

Asset Quality
-------------

      The definition of nonperforming assets includes nonperforming loans
and other real estate owned ("OREO"). OREO consists of real estate acquired
through foreclosure proceedings and real estate acquired through acceptance
of a deed in lieu of foreclosure. Nonperforming loans are defined as
nonaccrual loans, loans past due 90 days or more, but still accruing and
impaired loans. Under certain circumstances the Company may restructure the
terms of a loan as a concession to a borrower. These restructured loans are
considered impaired loans.

      -- Nonperforming Assets. At March 31, 2003, the Company had
nonperforming assets of $5.2 million, which represented 0.51% of total
assets. This compares to nonperforming assets of $794,000, or 0.08% of total
assets, at December 31, 2002. The growth in nonperforming assets was
concentrated in two commercial relationships placed on nonaccrual status
aggregating $4.3 million. Total nonperforming assets at March 31, 2003,
consisted of nonaccrual residential mortgage loans aggregating $252,000,
nonaccrual commercial loans aggregating $4.9 million, nonaccrual consumer
loans aggregating $20,000 and other real estate owned aggregating $31,000.
The Company evaluates the underlying collateral of each nonperforming loan
and continues to pursue the collection of interest and principal. The
current level of nonperforming assets remains below peer averages, but as
the loan portfolio continues to grow and mature, or if economic conditions
worsen, management believes it possible that the level of nonperforming
assets could increase, as could its level of charged-off loans. Included in
nonaccrual loans were $4.7 million, at March 31, 2003, and $224,000, at
December 31, 2002, of impaired loans. Specific reserves against these
impaired loans were $431,000 and $-0- at March 31, 2003 and December 31,
2002, respectively.

      Delinquencies. At March 31, 2003, loans with an aggregate balance of
$108,000 were 60 to 89 days past due, an increase of $81,000, or 300.0%,
from the $27,000 reported at December 31, 2002. The majority of these loans
at both dates were residential mortgage loans and are secured.

      The following table sets forth information regarding nonperforming
assets and loans 60-89 days past due as to interest at the dates indicated.

<TABLE>
<CAPTION>

                                                                    March 31,    December 31,
                                                                       2003          2002
                                                                    ---------    ------------
                                                                      (Dollars in thousands)


                                                                  <c>            <c>
Loans accounted for on a nonaccrual basis                            $5,190         $ 736
Loans past due 90 days or more, but still accruing                       --            --
Impaired loans (not included in nonaccrual loans)                        --            --
                                                                     --------------------
      Total nonperforming loans                                       5,190           736
Other real estate owned                                                  31            58
                                                                     --------------------
      Total nonperforming assets                                     $5,221         $ 794
                                                                     ====================
Delinquent loans 60-89 days past due                                 $  108         $  27

Nonperforming loans as a percent of total loans                        0.74%         0.11%
Nonperforming assets as a percent of total assets                      0.51%         0.08%
Delinquent loans 60-89 days past due as a percent of total loans       0.02%         0.01%
</TABLE>

      Adversely Classified Assets.  The Company's management adversely
classifies certain assets as "substandard," "doubtful" or "loss" based on
criteria established under banking regulations. An asset is considered
substandard if inadequately protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any. Substandard
assets include those characterized by the "distinct possibility" that the
insured institution will sustain "some loss" if existing deficiencies are
not corrected. Assets classified as doubtful have all of the weaknesses
inherent in those classified substandard with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the
basis of currently existing facts, conditions, and values, "highly
questionable and improbable." Assets classified as loss are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted.

      At March 31, 2003, the Company had $11.0 million of assets that were
classified as substandard and $465,000 of assets that were classified as
doubtful. This compares to $8.4 million of assets that were classified as
substandard at December 31, 2002. The Company had no assets that were
classified as doubtful at December 31, 2002 and no assets classified as loss
at either date. Performing loans may or may not be adversely classified
depending upon management's judgment with respect to each individual loan.
At March 31, 2003, included in the assets that were classified as
substandard, were $6.3 million of performing loans. This compares to $7.6
million of adversely classified performing loans as of December 31, 2002.
These amounts constitute assets that, in the


<PAGE>  13


opinion of management, could potentially migrate to nonperforming status. An
increase in nonperforming loans may also lead to an increase in the
provision for loan losses in future periods.

Allowance for Loan Losses
-------------------------

      During the first quarter of 2003, the Company made provisions to the
allowance for loan losses totaling $400,000 and had $61,000 of net charge-
offs, bringing the balance in the allowance to $10.4 million, compared to
$10.1 million at December 31, 2002. The allowance, expressed as a percentage
of total loans, was 1.48% as of March 31, 2003, compared to 1.51% at the
prior year end and stood at 201.1% of nonperforming loans at March 31, 2003,
compared to 1371.7% of nonperforming loans at December 31, 2002.

      Assessing the adequacy of the allowance for loan losses involves
substantial uncertainties and is based upon management's evaluation of the
amounts required to meet estimated charge-offs in the loan portfolio after
weighing various factors. Management's methodology to estimate loss exposure
includes an analysis of individual loans deemed to be impaired, reserve
allocations for various loan types based on payments status or loss
experience and an unallocated allowance that is maintained based on
management's assessment of many factors including the growth, composition
and quality of the loan portfolio, historical loss experiences, general
economic conditions and other pertinent factors. Based on this evaluation,
management believes that the allowance for loan losses, as of March 31,
2003, is adequate.

      A portion of the allowance for loan losses is not allocated to any
specific segment of the loan portfolio. This non-specific allowance is
maintained for two primary reasons: (i) there exists an inherent
subjectivity and imprecision to the analytical processes employed, and (ii)
the prevailing business environment, as it is affected by changing economic
conditions and various external factors, may impact the portfolio in ways
currently unforeseen. Management, therefore, has established and maintains a
non-specific allowance for loan losses.

      While management evaluates currently available information in
establishing the allowance for loan losses, future adjustments to the
allowance may be necessary if conditions differ substantially from the
assumptions used in making the evaluations. In addition, various regulatory
agencies, as an integral part of their examination process, periodically
review a financial institution's allowance for loan losses and carrying
amounts of other real estate owned. Such agencies may require the financial
institution to recognize additions to the allowance based on their judgments
about information available to them at the time of their examination.

RESULTS OF OPERATIONS
---------------------

      The Company's operating results depend primarily on its "net interest
income," or the difference between its interest income and its cost of
money, and on the quality of its assets. Interest income depends on the
average amount of interest-earning assets outstanding during the period and
the interest rates earned thereon. The Company's cost of money is a function
of the average amount of deposits and borrowed money outstanding during the
period and the interest rates paid thereon. Earnings are further influenced
by the quality of assets through the amount of interest income lost on
nonaccrual loans, the amount of additions to the allowance for loan losses
and the amount of losses and other expenses incurred as a result of
resolving troubled assets.

Three Months Ended March 31, 2003 and 2002
------------------------------------------


<PAGE>  14


      -- Overview.  The Company reported net income for the first quarter of
2003 of $1.7 million, down $222,000, or 11.7%, from the first quarter of
2002. Diluted earnings per common share were $0.42 for the first quarter of
2003, compared to $0.48 for the first quarter of 2002.

      The Company reported a return on average assets of 0.67% and a return
on average equity of 10.18% for the 2003 period, as compared to a return on
average assets of 0.86% and a return on average equity of 12.75% for the
2002 period.

      During the first quarter of 2003 the Company made some significant
investments in the future of the Bank, including opening a new Operations
Center, as well as beginning the conversion to a new core data processing
system, which resulted in significant start-up charges for the quarter. The
data processing conversion is continuing and is scheduled to be completed
during the second quarter.

      -- Net Interest Income. For the quarter ended March 31, 2003, net
interest income was $7.8 million, compared to $7.6 million for the 2002
period. The net interest margin for the first quarter of 2003 was 3.33%
compared to a net interest margin of 3.63% for the 2002 period. The increase
in net interest income of $197,000, or 2.6%, was primarily attributable to
the continued growth of the Company. Average earning assets were $98.9
million, or 11.6%, higher, and average interest-bearing liabilities were
$82.5 million, or 11.4%, higher, than the comparable period a year earlier.
The decrease of 30 basis points in the net interest margin primarily
resulted from a drop in market interest rates, coupled with higher
prepayment activity on mortgage-related assets, present since the first
quarter of 2002.

      -- Interest Income. Investments. Total investment income was $2.7
million for the quarter ended March 31, 2003, compared to $2.9 million for
the 2002 quarter. The decrease in total investment income was $223,000, or
7.6%, and was primarily attributable to a decrease in market interest rates,
partially offset by an increase in average balances. The average yield on
investments decreased 61 basis points, and the average balance of
investments increased $15.2 million, from the first quarter of 2002 to the
first quarter of 2003. The Company's investments are primarily comprised of
US Agency securities and MBSs with remaining maturities or repricing periods
of less than five years. However, in an effort to diversify the portfolio
and increase yields, the Company has started to invest in corporate debt
securities and collateralized mortgage obligations ("CMOs").

      -- Interest Income. Loans. Interest from loans was $10.1 million for
the three months ended March 31, 2003, and represented a yield on total
loans of 5.97%. This compares to $10.2 million of interest, and a yield of
6.80%, for the first quarter of 2002. Declining market interest rates,
coupled with increased prepayment activity, resulted in residential mortgage
loan interest decreasing $753,000, or 15.3%, from the first quarter of 2002.
Interest from commercial loans increased $395,000, or 9.2%, and income from
consumer and other loans increased $350,000, or 37.3%, as increased average
balances more than offset any decline in average yields. In response to
declining market interest rates, the yields on the various loan portfolio
components changed from the first quarter of 2002 as follows: residential
mortgage loans decreased 100 basis points, to 5.60%; commercial loans
decreased 66 basis points, to 6.55%, and consumer and other loans decreased
78 basis points, to 5.37%. The average balance of the various components of
the loan portfolio changed from the first quarter of 2002 as follows:
commercial loans increased $48.9 million, or 20.3%, and consumer and other
loans increased $35.4 million, or 57.3%, while residential mortgage loans
remained stable at approximately $298 million. Since its inception, the Bank
has concentrated its


<PAGE>  15


origination efforts on commercial and consumer loan opportunities, while
purchasing residential mortgage loans, and to a limited degree, automobile
loans, as cash flows dictated.

      -- Interest Expense. Interest paid on deposits and borrowings
decreased $428,000, or 7.8%, to $5.1 million for the three months ended
March 31, 2003, from $5.5 million for the same period during 2002. The
decrease in total interest expense was primarily attributable to a decrease
in market interest rates. The overall average cost for interest-bearing
liabilities decreased 53 basis points from 3.08% for the first quarter of
2002 to 2.55% for the first quarter of 2003. Liability costs are dependent
on a number of factors including general economic conditions, national and
local interest rates, competition in the local deposit marketplace, interest
rate tiers offered and the Company's cash flow needs. Average costs for the
various components of interest-bearing liabilities changed from the first
quarter of 2002 as follows: NOW accounts increased 93 basis points, to 1.32%
(as a result of the introduction of Asset Manager, a premium rate checking
account); money market accounts decreased 36 basis points, to 1.01%; savings
deposits decreased 29 basis points, to 1.57%; certificate of deposit
accounts decreased 85 basis points, to 2.96%; and borrowings decreased 38
basis points to 4.40%. Meanwhile, the average balance of total interest-
bearing liabilities increased $82.5 million, from $720.8 million in the
first quarter of 2002 to $803.3 million in the first quarter of 2003, as NOW
and savings average balances increased a total of $87.9 million, or 28.5%.

      -- Provision for Loan Losses. The provision for loan losses was
$400,000 for the quarter ended March 31, 2003, identical to the same quarter
last year. Management evaluates several factors including new loan
originations, actual and estimated charge-offs, the risk characteristics of
the loan portfolio and general economic conditions when determining the
provision for each quarter. Also see discussion under "Allowance for Loan
Losses." While nonperforming loans increased during the quarter, they
remained below peer averages and actual loan charge-offs continued to be
minimal. As the loan portfolio continues to grow and mature, or if economic
conditions worsen, management believes it possible that the level of
nonperforming assets could increase further, which in turn could lead to
increases in the provision for loan losses in future periods.

      -- Noninterest Income. Total noninterest income increased $350,000, or
22.3%, to $1.9 million for the first quarter of 2003, from $1.6 million for
the first quarter of 2002. Service charges on deposit accounts, which
continues to represent the largest source of noninterest income for the
Company, rose $97,000, or 11.3%, from $855,000 for the three months ended
March 31, 2002, to $952,000 for the same period in 2003 in response to
continued growth in checking and savings accounts. Income from bank-owned
life insurance ("BOLI") increased $108,000, or 113.7%, as the amount
invested in BOLI increased and the 2002 period reflects BOLI income for less
than a full quarter. During the 2003 period, the Company sold both
investment securities and MBSs in an effort to restructure its portfolio.
The Company realized a net gain of $158,000 from these sales, while the 2002
period contained only $23,000 of net gains. Commissions on loans originated
for others increased $15,000, or 16.0%, as fixed-rate mortgage loan
refinancing activity continued in response to low market interest rates.
Lastly, Other income increased $57,000, or 35.8%, primarily from increased
cash management fees. Partially offsetting these increases, Commissions on
nondeposit investment products decreased $75,000, or 30.1%, as the number of
nondeposit investments sales declined from the same quarter a year ago.

      -- Noninterest Expense. Noninterest expenses for the first quarter of
2003 increased a total of $1.0 million, or 17.3%, to $6.9 million from $5.9
million in 2002. This increase occurred primarily in the following areas:
Salaries and employee benefits (up $251,000, or 8.2%), Occupancy and
Equipment (up $223,000, or 31.1%), Data processing (up $405,000, or 92.0%)
and Other expenses


<PAGE>  16


(up $212,000, or 27.8%). In addition to incurring increased operating costs
as a result of the continuing growth in both loans and core deposits, the
Company made significant investments during the first quarter of 2003 in the
future of the Bank. These investments included the opening of a brand new
Operations Center and commencing the conversion to a new core data
processing system. Both of these investments included some start-up costs
such as for relocation, setup and training. The core data processing
conversion is continuing and is scheduled to be completed during the second
quarter of 2003, and as a result, the Company will continue to incur some
start-up costs in the second quarter. Partially offsetting these increases
was a decrease in Professional services (down $105,000, or 27.5%), as the
2002 period included professional fees associated with reviewing alternative
data processing systems, which fees were not present in the 2003 period. As
a result of the increased noninterest expenses, the Company's efficiency
ratio increased to 70.64% in 2003, from 63.78% in the 2002 period.

      -- Income Tax Expense. Income tax expense of $785,000 was recorded for
the three months ended March 31, 2003, compared to $1.0 million for the same
period during 2002. This represented total effective tax rates of 31.9% and
35.3%, respectively. Tax-favored income from U.S. Agency securities and BOLI
(in the 2003 period), along with the utilization of a Rhode Island passive
investment company has reduced the effective tax rate from the 39.9%
combined statutory federal and state tax rates.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      -- Liquidity. Liquidity is defined as the ability to meet current and
future financial obligations of a short-term nature. The Company further
defines liquidity as the ability to respond to the needs of depositors and
borrowers, as well as to earnings enhancement opportunities, in a changing
marketplace.

      The primary source of funds for the payment of dividends and expenses
by the Company is dividends paid to it by the Bank. Bank regulatory
authorities generally restrict the amounts available for payment of
dividends if the effect thereof would cause the capital of the Bank to be
reduced below applicable capital requirements. These restrictions indirectly
affect the Company's ability to pay dividends. The primary sources of
liquidity for the Bank consist of deposit inflows, loan repayments, borrowed
funds, maturity of investment securities and sales of securities from the
available for sale portfolio. Management believes that these sources are
sufficient to fund the Bank's lending and investment activities.

      Management is responsible for establishing and monitoring liquidity
targets as well as strategies and tactics to meet these targets. In general,
the Company seeks to maintain a high degree of flexibility. At March 31,
2003, overnight investments, investment securities and MBSs available for
sale amounted to $247.1 million, or 24.2% of total assets. This compares to
$275.1 million, or 27.2% of total assets at December 31, 2002. The Bank is a
member of the FHLB and, as such, has access to both short- and long-term
borrowings. In addition, the Bank maintains a line of credit at the FHLB as
well as a line of credit with a correspondent bank. There have been no
adverse trends in the Company's liquidity or capital reserves. Management
believes that the Company has adequate liquidity to meet its commitments.

      -- Capital Resources. Total shareholders' equity of the Company at
March 31, 2003 was $67.4 million, as compared to $66.4 million at December
31, 2002. This increase of $1.0 million was the


<PAGE>  17


result of net income for the quarter of $1.7 million, plus proceeds from
issuance of stock of $134,000, less dividends of $531,000.

      All FDIC-insured institutions must meet specified minimal capital
requirements. These regulations require banks to maintain a minimum leverage
capital ratio. In addition, the FDIC has adopted capital guidelines based
upon ratios of a bank's capital to total assets adjusted for risk. The risk-
based capital guidelines include both a definition of capital and a
framework for calculating risk-weighted assets by assigning balance sheet
assets and off-balance sheet items to broad risk categories. These
regulations require banks to maintain minimum capital levels for capital
adequacy purposes and higher capital levels to be considered "well
capitalized."

      Capital guidelines have also been issued by the Federal Reserve Board
("FRB") for bank holding companies. These guidelines require the Company to
maintain minimum capital levels for capital adequacy purposes. In general,
the FRB has adopted substantially identical capital adequacy guidelines as
the FDIC. Such standards are applicable to bank holding companies and their
bank subsidiaries on a consolidated basis.

      As of March 31, 2003, the Company and the Bank met all applicable
minimum capital requirements and were considered "well capitalized" by both
the FRB and the FDIC. The Company's and the Bank's actual and required
capital amounts and ratios are as follows:

<TABLE>
<CAPTION>

                                                                  Minimum Required     Minimum Required
                                                                    For Capital        To Be Considered
                                                 Actual          Adequacy Purposes    "Well Capitalized"
                                            ----------------     -----------------    ------------------
                                             Amount    Ratio      Amount    Ratio      Amount     Ratio
                                             ------    -----      ------    -----      ------     -----


                                         <c>        <c>       <c>        <c>       <c>         <c>
At March 31, 2003:

Bancorp Rhode Island, Inc.
--------------------------
Tier I capital (to average assets)          $62,692     6.30%    $29,859    3.00%     $49,766      5.00%
Tier I capital (to risk weighted assets)     62,692     9.35%     26,820    4.00%      40,230      6.00%
Total capital (to risk weighted assets)      71,095    10.60%     53,639    8.00%      67,049     10.00%

Bank Rhode Island
-----------------
Tier I capital (to average assets)          $61,172     6.15%    $29,858    3.00%     $49,763      5.00%
Tier I capital (to risk weighted assets)     61,172     9.13%     26,809    4.00%      40,214      6.00%
Total capital (to risk weighted assets)      69,575    10.38%     53,618    8.00%      67,023     10.00%

At December 31, 2002:

Bancorp Rhode Island, Inc.
--------------------------
Tier I capital (to average assets)          $61,408     6.19%    $29,779    3.00%     $49,631      5.00%
Tier I capital (to risk weighted assets)     61,408     9.63%     25,506    4.00%      38,260      6.00%
Total capital (to risk weighted assets)      69,401    10.88%     51,013    8.00%      63,766     10.00%

Bank Rhode Island
-----------------
Tier I capital (to average assets)          $60,097     6.06%    $29,760    3.00%     $49,599      5.00%
Tier I capital (to risk weighted assets)     60,097     9.43%     25,494    4.00%      38,240      6.00%
Total capital (to risk weighted assets)      68,090    10.68%     50,987    8.00%      63,734     10.00%
</TABLE>


<PAGE>  18


                         BANCORP RHODE ISLAND, INC.
         Quantitative and Qualitative Disclosures About Market Risk

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK
------------------

      The principal market risk facing the Company is interest rate risk.
The Company's objective regarding interest rate risk is to manage its assets
and funding sources to produce results which are consistent with its
liquidity, capital adequacy, growth and profitability goals, while
minimizing the vulnerability of its operations to changes in market interest
rates.    The Company's actions in this regard are taken under the guidance
of the Bank's Asset/Liability Committee ("ALCO"). The ALCO manages the
Company's interest rate risk position using both income simulation and
interest rate sensitivity "gap" analysis. The ALCO has established internal
parameters for monitoring the income simulation and gap analysis. These
guidelines serve as benchmarks for evaluating actions to balance the current
position against overall strategic goals. The ALCO monitors current
exposures and reports these to the Board of Directors.

      Simulation is used as the primary tool for measuring the interest rate
risk inherent in the Company's balance sheet at a given point in time by
showing the effect on net interest income, over a 24-month period, of
interest rate ramps of up to 200 basis points. These simulations take into
account repricing, maturity and prepayment characteristics of individual
products. The ALCO reviews simulation results to determine whether the
downside exposure resulting from changes in market interest rates remains
within established tolerance levels over both a 12-month and 24-month
horizon, and develops appropriate strategies to manage this exposure. The
Company's guidelines for interest rate risk specify that if interest rates
were to shift up or down 200 basis points over a 12-month period, estimated
net interest income for those 12 months and the subsequent 12 months, should
decline by no more than 5.0% or 10.0%, respectively. As of March 31, 2003,
net interest income simulation indicated that the Company's exposure to
changing interest rates was outside of the 10% tolerance level established
for the second year of a 200 basis point decline. This exposure primarily
results from the unusually low current rates paid on deposit accounts and
the extremely high prepayment speeds anticipated for mortgage-related assets
if market rates declined 200 basis points. The current rates on many deposit
accounts are so low, that they cannot decline 200 basis points without
becoming negative. This results in a floor of zero percent for these deposit
accounts, and this floor causes compression of the net interest margin for
modeling purposes. The ALCO reviews the methodology utilized for calculating
interest rate risk exposure and may, from time to time, adopt modifications
to this methodology. While the ALCO reviews simulation assumptions and
methodology to ensure that they reflect historical experience, it should be
noted that income simulation may not always prove to be an accurate
indicator of interest rate risk because the actual repricing, maturity and
prepayment characteristics of individual products may differ from the
estimates used in the simulations.


<PAGE>  19


      The following table presents the estimated impact of interest rate
ramps on the Company's estimated net interest income over a twenty-four
month period beginning April 1, 2003:

<TABLE>
<CAPTION>

                                     Estimated Exposure
                                   to Net Interest Income
                                   ----------------------
                                    Dollar        Percent
                                    Change        Change
                                    ------        -------
                                   (Dollars in thousands)


                                <c>            <c>
Initial Twelve Month Period:

  Up 200 basis points              $ 1,332       4.26%
  Up 100 basis points                  805       2.58%
  Down 100 basis points               (350)     (1.12%)
  Down 200 basis points               (823)     (2.63%)

Subsequent Twelve Month Period:

  Up 200 basis points              $ 2,467       8.10%
  Up 100 basis points                2,131       7.00%
  Down 100 basis points             (1,212)     (3.98%)
  Down 200 basis points             (3,866)    (12.69%)
</TABLE>

      The Company also uses interest rate sensitivity gap analysis to
provide a more general overview of its interest rate risk profile. The
interest rate sensitivity gap is defined as the difference between interest-
earning assets and interest-bearing liabilities maturing or repricing within
a given time period. At March 31, 2003, the Company's one year cumulative
gap was a positive $125.2 million, or 12.28% of total assets.

      For additional discussion on interest rate risk see the section titled
"Asset and Liability Management" on pages 39 to 41 of the Company's 2002
Annual Report to Shareholders.


ITEM 4. Controls and Procedures

      As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), within the 90 days prior to the filing date
of this report, the Company carried out an evaluation of the effectiveness
of the design and operation of the Company's disclosure controls and
procedures. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms.

      There have been no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could
significantly affect such internal controls subsequent to the date of the
Company's evaluation of its internal controls.


<PAGE>  20


                         BANCORP RHODE ISLAND, INC.
                              Other Information

PART II.    Other Information

ITEM 1.     LEGAL PROCEEDINGS

            There are no material pending legal proceedings to which the
            Company or its subsidiaries are a party, or to which any of
            their property is subject, other than ordinary routine
            litigation incidental to the business of banking.

ITEM 2.     CHANGE IN SECURITIES AND USE OF PROCEEDS

            No information to report.

ITEM 3.     DEFAULT UPON SENIOR SECURITIES

            No defaults upon senior securities have taken place.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

            No information to report.

ITEM 5.     OTHER INFORMATION

            No information to report.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits

                  99.1  Certification of Chief Executive Officer pursuant to
                        18 U.S.C. Section 1350 as adopted pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.

                  99.2  Certification of Chief Financial Officer pursuant to
                        18 U.S.C. Section 1350 as adopted pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.

            (b)   Reports on Form 8-K

                  No information to report.


<PAGE>  21


                         BANCORP RHODE ISLAND, INC.

                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       Bancorp Rhode Island, Inc.


May 12, 2003                           /s/ Merrill W. Sherman
------------                           -----------------------------------
(Date)                                     Merrill W. Sherman
                                           President and
                                           Chief Executive Officer


May 12, 2003                           /s/ Albert R. Rietheimer
------------                           -----------------------------------
(Date)                                     Albert R. Rietheimer
                                           Chief Financial Officer
                                           and Treasurer


<PAGE>  22


                  CERTIFICATION PURSUANT TO SECTION 302 OF
                       THE SARBANES-OXLEY ACT OF 2002

I, Merrill W. Sherman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bancorp Rhode
Island, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date");
            and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

      a)    all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
            weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 12, 2003


/s/ Merrill W. Sherman
-----------------------------
Merrill W. Sherman
President and
Chief Executive Officer


<PAGE>  23


                  CERTIFICATION PURSUANT TO SECTION 302 OF
                       THE SARBANES-OXLEY ACT OF 2002

I, Albert R. Rietheimer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Bancorp Rhode
Island, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.    The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date");
            and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

      a)    all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
            weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 12, 2003


/s/ Albert R. Rietheimer
-----------------------------
Albert R. Rietheimer
Chief Financial Officer
and Treasurer


<PAGE>  24